2015-09-06
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What is the difference between the contract and the agreement?
Read the following definitions and decide.
Contract
- a binding agreement between two or more persons or parties, esp. One legally enforceable;
- a business arrangement for the supply of goods or services at a fixed price.
Agreement
- a contracts duly executed and legally binding.
As you see, these definitions are actually synonymous. In some spheres “contract” is more frequent, in others – “agreement”. However, one common feature is important. Both contract and
agreement are formal, legal documents defining relationships of business partners. They are to be composed and translated not to allow interpretations or misunderstandings, which may cause serious legal conflicts or financial losses,
For this reason one should be extremely careful composing and translating contracts and agreements. Translation here is more often reduced to finding a good precedent of the whole clause or even a contract, rather than separate equivalents from a bilingual general purpose dictionary. To borrow a good sample here is better than to create a far-fetched made up version of a legal document, hardly ever suitable for the professionals used to internationally accepted phraseology and syntax of the document.
Task 1. Match the following English terms to their shuffled Ukrainian equivalents.
| Name | Назва |
| Preamble | преамбула |
| Subject | предмет |
| Quality and quantity | якість та кількість |
| Basic terms of the goods delivery | загальні умови постачання |
| Price and General Sum | ціна та загальна вартість контракту |
| Payment | розрахунки |
| Conditions of work acceptance | умови здачі (приймання) роботи |
| Packing and marking | пакування і маркування |
| Force majeure | форс-мажорні обставини |
| Claims and sanctions | санкції та рекламації |
| Arbitration | арбитраж |
| Legal address | юридичні адреси |
| requisites | реквізіти |
| The Buyer | Покупець |
| The Seller | Продавець |
| hereinafter | далі |
| hereby | цим |
| specifications | спеціфікації |
| appendix (-ices) | додаток(-ки) |
| Incoterms | Міжнародні правила інтерпретації комерційних термінів |
| currency | валюта платежів |
| Settlements/payments | умови платежів |
| credit letter | акредитив |
| destination | місце призначення |
| exemption from duties | звільнення від відповідальності |
| counteragents | контрагенти |
Another golden rule of the contract composition is strict keeping to its content demand. Every country has its own legislative acts about this.
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Task 2. Using Regulations of Ukraine on Contracts and Agreements fill in the table to sum the information which is to be presented in each clause, the way it was started for you.
| Name | registered number date and venue it was made up on |
| Preamble | Official name of the Parties and the country of their permanent residence, their conventional name as counteragents, such as “the Buyer”, “the seller”, “the Commissioner”. Etc., as well as the basic documents stipulating the Contract, such as the venture Statute, Foundation Agreement, etc. |
| Subject | This section shall identify the goods (work, services) which one of the counteragents shall supply to another specifying accurate descriptions, brand, sort or the final result of the work being performed. |
| Quality and quantity or specifications | This section shall specify, depending on the nomenclature, a goods unit of measure adopted for goods of such a type (tons, kilograms, units, etc.), the goods total quantity and quality features. Certain work (services) scales and the term of performance are to be specified in the body of the agreement (contract) for performing work (rendering services). |
| Basic terms of the goods delivery | This section shall specify a mode of transportation and basic terms of delivery (according to International Rules of Interpreting Commercial Terms as revised edition in effect), which determine counteragents' liabilities for goods delivery and the moment of assigning risks from one party to another, as well as the exact term of goods delivery (certain goods consignments). |
| Price and general sum | This section shall specify the price of goods unit of measure and the total value of goods or work performed (services rendered), which are delivered under the agreement (contract) except the cases when the goods price is calculated by formula. This section shall also specify the contract currency. If under the agreement (contract) the goods of different quality and range are delivered, the price is to be established separately for a goods unit of each sort, brand. A separate clause of the agreement (contract) shall specify the total value of goods. In this case price indices may be specified in supplements (specifications) containing the references made in the body of the agreement (contract). |
| Payment | This section shall specify payment currency, form, procedure and terms of financial settlements and guarantees of performing mutual payment liabilities by the parties. |
| Conditions of work acceptance | This section shall specify terms and place of actual goods transfer, the list of goods supporting documents. The acceptance and ownership transfer must be made as follows: as regards the quantity - in compliance with the goods supporting documents, as regards the quality - in compliance with the documents certifying the goods quality. |
| Packing and marking | This section shall specify packing of goods (boxes, bags, containers, etc.), relevant marking made on them (name of the seller and buyer, agreement (contract) number, destination, dimensions, special terms of storage and transportation, etc.), and if it is necessary terms of the packing return. |
| Force-majeure | This section shall specify the cases when the agreement (contract) terms may not be performed by the parties (acts of God, hostilities, embargo, government interference, etc.). The parties shall be absolved from fulfilling liabilities during the period of these circumstances existence, or they may partially or entirely refuse to perform the agreement (contract) without additional financial responsibility. The Chamber of Commerce and Industry of the relevant country must confirm the duration of the force majeure circumstances. |
| Claims and sanctions | This section shall specify the procedure for applying penal sanctions, loss compensation and making claims in connection with non-fulfillment or undue fulfillment of liabilities by one of the counteragents. |
| Arbitration | In Ukraine, the principal legislation governing arbitration includes the Law of Ukraine “On International Commercial Arbitration”, the 1958 New York Convention on the recognition and enforcement of arbitration decisions, and the European Convention “On Foreign Trade Arbitration” of 1961. Arbitration is popular with foreign investors in Ukraine due to their mistrust of the legal system and incompetent or corrupt judges. Arbitration is also quicker and less expensive than bringing disputes to national commercial courts. |
| Legal addresses of the parties, mail addresses, requisites of the banks of the parties | This section shall specify location (domicile), full mail and payment requisites (account number, name and location of a bank) of the agreement (contract) counteragents. |
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